Answering a certified question from the U.S. Court of Appeals for the Third Circuit, the state Supreme Court has ruled that minority shareholders who oppose a merger have no recourse, absent fraud, other than to seek judicial appraisal of the value of their post-merger shares.
The court, currently operating with a six-justice bench because of Justice Joan Orie Melvin’s suspension, unanimously ruled that Section 1105 of the state’s Business Corporation Law specifically states that judicial appraisal, as provided by Sections 1571-1580 of the law, is the exclusive remedy available to minority shareholders who oppose a merger “absent fraud or fundamental unfairness.”
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